Seller’s Confidentiality. Without prior consent of the Purchaser or the relevant Group Companies for a period of three years after the Closing Date, the Seller shall keep confidential and not disclose to any third party, any business or trade secrets of the Group Companies, other than those which have become publicly known through no fault of the Seller or which the Seller is required to disclose as necessary to comply with any legal requirements. Such confidentiality obligation shall be satisfied if the Seller exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information.
Seller’s Confidentiality. Seller shall at all times from the date hereof until three (3) years after the Closing Date, maintain confidential and not use for any purpose other than the operation of KOFY, any information relating to KOFY (other than information in the public domain not as the result of a breach of this Agreement), its business and operations except: (a) for disclosure to authorized representatives of Buyer; (b) as necessary to the performance of this Agreement; (c) as authorized in writing by the Buyer; or (d) to the extent that disclosure is required by law or the order of any Governmental Authority under color of law; provided, that, prior to disclosing any information pursuant to this clause (d), the disclosing Person shall have given prior written notice thereof to Buyer and provided Buyer with the opportunity to contest such disclosure at the Buyer's expense.
Seller’s Confidentiality. For a period of two (2) years after the Closing Date, if and to the extent legally permissible, the Seller will keep the confidential information relating to the Companies and the Subsidiaries confidential and not disclose it to third parties, unless such disclosure (i) is required by law or by order of a court or a governmental authority or (ii) has been explicitly approved in writing by the Purchaser; such consent shall not be unreasonably withheld, taking into account, in particular, any legitimate interest of the Seller (e.g. in case of the enforcement of claims or in any legal defense).
Seller’s Confidentiality. Sellers shall keep confidential, and cause their respective Affiliates and each of their respective officers, directors, employees, representatives and advisors to keep confidential (i) from the date hereof, all Confidential Information being provided to Sellers by or on behalf of Purchaser regarding Purchaser, any of its Affiliates, and any of its or their businesses in connection with the transactions contemplated by this Agreement and (ii) after the Closing Date, all Confidential Information regarding the Purchased Assets, Assumed Liabilities, the Business and the Subsidiaries.
Seller’s Confidentiality. Seller and each Transferring ------------------------ Subsidiary shall treat as confidential and shall safeguard any and all information, knowledge and data included in the Purchased Assets by using the same degree of care, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such information, knowledge and data as Seller and each Transferring Subsidiary used with respect thereto prior to the execution of this Agreement.
Seller’s Confidentiality. At the Closing, Seller shall execute and deliver to the Purchaser a Confidentiality Agreement in the form of Exhibit 4.3 hereto attached containing covenants prohibiting Seller, for the period described therein (the "RESTRICTED PERIOD") from disclosing any confidential or proprietary information of or concerning the Company to any third party, including but not limited to Lucent Technologies, Inc. ("LUCENT").
Seller’s Confidentiality. Seller expressly acknowledges and agrees to hold in confidence the transactions contemplated by this Agreement, the terms, conditions and negotiations concerning the same, and any and all information regarding the Purchaser that is not otherwise known by or readily available to the public and not to disclose such non-public information except to its legal counsel, surveyor, broker, accountants, consultants, officers, directors, shareholders, lenders, investors, partners, members, prospective partners and members and their counsel, lenders and prospective lenders and their respective counsel, and the Title Company (collectively, the “Seller Authorized Representatives”), and except and only to the extent that such disclosure may be necessary in Seller’s sole discretion for Seller’s performance under this Agreement, or otherwise as may be required by law or court order, and further except in connection with any litigation between Purchaser and Seller. Seller shall inform its Seller Authorized Representatives of the confidentiality provisions of this Agreement and instruct same to comply herewith. Seller further acknowledges and agrees that, unless and until the Closing occurs, Seller shall not disclose any information and materials obtained by Seller in connection with the Property that are not otherwise known by or readily available to the public to any third persons (other than to its Seller Authorized Representatives) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned.
Seller’s Confidentiality. From and after the Closing, subject to applicable law and legal process, Seller shall, and shall cause Principals and their respective Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that such information (a) is generally available to and known by the public through no fault of Seller, Principals, any of their respective Affiliates or their respective Representatives; (b) is lawfully acquired by Seller, Principals, any of their respective Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; (c) is required for the filing of any Tax Return, or (d) is disclosed to any Representative as a result of, or in connection with, the transactions contemplated hereby or by the other Transaction Documents. If Seller, Principals or any of their respective Affiliates or their respective Representatives are compelled to disclose any such non-public or proprietary information by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is legally required to be disclosed, provided that Seller shall use reasonable best efforts, at Buyer’s cost and expense, to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
Seller’s Confidentiality. Seller will hold as confidential all information concerning Buyer or the transaction contemplated hereby disclosed to Seller in connection with this transaction; and Seller will not, prior to the close of Escrow, release any such information to third parties without Buyer's prior written consent, except pursuant to a court order requiring such release or as otherwise may be required by law.
Seller’s Confidentiality. (a) Each Seller agrees that unless authorized or instructed in writing by the Company, such Seller shall not permit, suffer or cause any Divested Subsidiary or Affiliate thereof, except to the extent disclosure by such Seller or the applicable Divested Subsidiary is required pursuant to an order or requirement of a court, administrative agency or other governmental body, to disclose to others, or use, any inventions, discoveries, secrets or confidential information, knowledge or data (whether in oral, written or machine-readable form) of any member of the Combined Group (regardless of whether such inventions, discoveries, secrets, information, knowledge or data have been designated as secret or confidential by any member of the Combined Group) unless and until, and then to the extent and only to the extent that, such inventions, discoveries, secrets, information, knowledge or data become available to the public otherwise than by a violation of this clause.
